Ultimate JLU
by Zarathos' chain
Summary: Ben's loved ones are killed by Vilgax, he falls into a portal and lands in the justice league universe during the Thanagarian invasion. Inspired by The Incredible Muffin and sandman7734. My own take on what would happen. Chapters 1 and 2 revised hopefully you guys like it better. Revision and editing done by Ultimate10
1. Chapter 1

**Ultimate JLU**

**Chapter 1**

**I don't own Ben 10 or Justice League**

_Flash back_

It all started with the return of a certain warlord. However, this time, Ben Tennyson was out fighting another alien halfway around the world, and nowhere near Bellwood. When Ben arrived back home everything looked normal, but when he got inside he saw the most horrific thing imaginable.

His parents, Julie, Gwen, Grandpa Max, and Kevin were all bleeding profusely on the floor. Ben immediately came to check for each for a pulse, some sign they were still alive. The shock and horror was growing more evident on Ben's face after every passing minute. Unfortunately, they were already gone.

Right then and there, something snapped inside of Ben Tennyson. The teen hero swore to find and punish whoever did this his loved ones. At that time, he heard what sounded like heavy, metallic footsteps.

Ben whirled around only to come face to face with his archenemy, Vilgax. The squid-face warrior told Ben what he did in a superior, smug tone of voice. It was enough to through Ben over the edge, considering that he almost killed the worthless warlord.

But deep down, Ben just couldn't bring himself to do it. If he had killed him, he would be killing the man that his family taught him to be. Reluctantly, Ben had spared the green warlord's life.

Fast-forward, now the green eyed hero is on a roof top over seven stories high. Ben was heartbroken; all he wanted is to see his family again. He didn't care about life anymore, he just didn't care.

And for good reasons, he has no family, no friends, and just absolutely nothing left. Besides, Ben figured he wasn't really needed, or even appreciated for sacrificing a normal life for that of a hero.

Ben knew then that Will Harangue will finally get his wish; there will be no more Ben Tennyson. With that thought in mind, the brunette haired hero leaned forward over the building, and let himself fall to his death. Just before he closed his eyes, he saw a flash of blue light. Then, everything went black.

After that, Ben's eyes fluttered open, only to find that he was laying face first in an alley. He groaned in misery and frustration whilst wondering who was responsible for this.

Ben walked out of the alley and saw a bunch of human looking people, only they hand angel like wings on their backs. They were armed with weapons ranging from maces, and axes to swords. Behind them was what looked like floating tanks?

He kept walking in the other direction in a state of confusion. The Ultimatrix wielder came to a newsstand to find that the headline read: **Thanagarians arrest Justice League! **

Ben didn't know who the Justice league was. Nevertheless, he knew that they must be the good guys with a name like that, despite how corny it sounded.

_Flashback end_

…

At the present moment, Big Chill is flying towards a ship that is used for holding the prisoner, including the Justice League. His only hope is that they were more competent then the Galactic Enforcers. He scowled at the memory of those idiotic heroes.

The Necrofriggian phased through the bulkhead of ship. Once he got into a hallway, Ben slapped the Ultimatrix dial on his chest. In a flash of emerald light, he transformed into Heatblast just as Thanagarian guards spotted Ben and charged him. Heatblast wasn't worried; he simply held up his hands and cut loose by shooting off endless streams of fire.

While he discharged fire-streams to the annoying bird men, Ben continued walking down the corridor towards what he hoped is where they keep their prisoners.

…

Superman is sitting in his cell, under a lamp that simulates the light of a red sun. The strongest hero on Earth felt weaker than he ever has before. He was beginning to lose all hope to their predicament, until suddenly all the guards started to leave.

Even without his super hearing, Clark could hear them muttering something about a fire. They run towards the entrance, but right on cue, the metal doors are blown off their hinges by an inferno, sending the Thanagarian guard to the ground unconscious.

Superman turned his head towards the doors only to see one of the strangest beings he had ever seen, walking casually into the room. It looked like molten rock partially cooled but in the form of a man, with flames coursing around.

…

After Heatblast blew down the doors, he walked into the room to see several cells with force fields being used as doors. He made his way toward one of them to see a big, broad man in blue spandex with a big red 'S' inside a diamond shaped pentagon. From the look on the man's face, it was clear that he had never seen a Pyronite before.

Heatblast looks at him and asks, "Are you guys the Justice League?"

Superman simply nodded.

As a result, Heatblast holds up his right hand and shoots out a burst of flames towards the control panel, thus shutting down the force field. Ben walks up to Superman, melt his restraints, and help him out of the cell, only to see more guards flooding into the room.

Heatblast picked up an axe he found on the floor and handed it to him.

"I'll hold off the guards. Get your friends freed!" Heatblast shouted.

Heatblast attacked with rage as he charged through kicking, punching, and burning the "annoying chicken people". The Pyronite looked up momentarily to notice the most beautiful woman he had ever seen fighting alongside him.

She had long black hair and an amazing body. She wore a gold tiara and red and blue leotard with a golden lasso strapped to her waist.

At that moment, Ben was grateful that he is unable to blush as Heatblast, because he surely would be. As Heatblast was fighting, he took notice of a guard bigger than the others carrying some type of large energy weapon.

There was no way Ben was going to risk losing of his new allies, so he jumped in front of her and slapped the Ultimatrix dial.

…

After Superman had let Wonder Woman out, she immediately joins the fight, and saw the thing that had freed Superman.

In Diana's mind, it looked like a demon holding nothing back. It punched, kicked, and burned the guards like only an experienced fighter could. She glanced back at what Heatblast was doing and continue to fight off as many Thanagarians as she could.

As soon as Wonder Woman looked up, she saw a more rotund guard holding up a big energy blaster. Instinctively, she rose up her bracelets, hoping that she could deflect the energy discharge with them.

Unexpectedly, the fire creature leaped in front of her and places a hand to his chest. All of a sudden, a bright flash of green light envelopes the room.

"Chromastone!"

In the magma-man's place stood a humanoid creature that was made of purple rock and had pink crystal pikes on its back, head, and chest. This new being known as Chromastone, stood defensively in front of Diana.

Chromastone points at the rotund Thanagarian and mocks, "Come on fatty! Give me your best shot!"

The Thanagarian growls, charges the gun, and fires it in response. Wonder Woman's eyes widen, thinking that the energy ray would destroy him. However, the amethyst rock creature just stands there unharmed.

After Chromastone absorbed the blast, he stared at the fat Thanagarian with a cocky grin.

"My turn,"

Ben lifts up his hands and fires a giant blast of rainbow colored light into the side of the ship. He then knocks out the rest of the Thanagarian guards with smaller, non-fatal blasts.

Chromastone turns around and shouts, "If you can fly, grab someone who can't."

Diana grabs Flash, Superman grabs Batman, and J'onn grabs John. Wonder Woman looks back and is surprised to see Chromastone flying out of the ship with them. Who would've guessed a being made out of stone and crystal could fly?

Flash glances up at her and states, "I may be mistaken, but I think this guy is on our side."

…

The instant, the group of heroes land in Metropolis, they make their way into a closed department store.

"I'll keep the bird men busy while you guys think of a plan." Chromastone volunteered.

The League nodded their heads in agreement.

Immediately, Ben turns into Big Chill, goes intangible, and flies out of the building to wreak havoc on the Thanagarians.

Green Lantern turned to Superman and asked, "How is that X-Ray vision coming?"

Superman moved his head around, before replying with smirk "Good enough to see every Thanagarian in a two block radius frozen solid."

Flash whistled as he remarked, "Looks like the new guy is holding his own."

"Was there even a doubt?" A cold, raspy voice says.

Flash whips around just in time to see the moth-man close his wings around himself to give it the appearance of a phantom like cloak.

"What's our next move?" Big Chill inquired.

"We need to go underground, and rethink our plan of attack. We can meet up at my house in Gotham." stated Batman.

"Not bad, but how are we going to do that when you guys stick out like sore thumbs in those costumes?" asked Ben.

"He has a point." J'onn agreed. "They are looking for the Justice League. Remove the costumes and we are just ordinary citizens."

"Wait! Hold it! Time out! I trust you guys, but what about him?" Flash queried while jerking a thumb in Big Chill's direction.

The Necrofriggian scowled at Flash before he responded, "I broke you out of your cells and distracted any nearby Thanagarians! If that is not enough, fine! I'll go first!"

The Justice League watched as the blue moth-man raised his hand to the symbol on his chest and tapped it. After another blinding flash of emerald, in Big Chill's place stood what appeared to be a teenager in blue/white sneaker, blue denim jeans, a black t-shirt, and a green jacket.

"I'm Ben Tennyson," He said with a lack of emotion in his voice.

The entire League was wide eyed at this unexpected development. As they stared at the young man in front of them, John was the first to snap out of it.

"A kid! Are you kidding me! A kid had to save us from the Thanagarians?!" John exclaimed in disbelief.

"Hey I'm eighteen, tough guy! And I've been doing this hero thing since I was ten." Ben replied angrily.

This only elicited more wide eyes from the group of older heroes.

Superman blinked. "Since when?"

Ben sighed as he explained, "I became a hero when I found this device called the Omnitrix when I was ten years old. It allowed me to become different aliens and I used their abilities to help people. Two years ago, after a battle with my one of my old villains, I got this new version, the Ultimatrix."

Finally Batman snapped out of it. He walked up to Ben and pulled off his cowl. "Bruce Wayne, Superman is Clark Kent, Green Lantern is John Stewart, Flash is Wally West, and you already know Diana and J'onn."

"Cool. So you guys get changed so we can get out of here." Ben said.

They all nodded.

"Okay, one more thing. They are looking for the seven of us so let's go in two groups of two and a group of three." Bruce advised.

"So who takes the kid?" asked John, earning a glare from Ben.

"He can go with Diana and me. We can pose as a family out on the town." Batman answered.

"Ok then, let's get going!" exclaimed Flash.

After they put on their civilian clothes, the League split up and went their separate ways to not draw suspicion.

As Bruce, Diana, and Ben were walking, Diana looked at Ben with concern. One of her gifts from the Gods was she could read other people's emotions. She could tell that he had gone through something traumatizing, something that would've broken the average person. She decided to make conversation with their newest ally.

"So what powers do you have Ben?"

He looked at her and replied in a steady voice, "It depends on what I turn into and that is determined by the situation I am in. However, it is a very wide range. I have flight, super strength, super speed, super durability, super stamina, regeneration, duplicating, elemental powers, energy absorption and redirecting, laser visions, and telepathy are a few of the powers I have."

Diana and Bruce were once again wide eyed. If Ben was telling the truth, he was more powerful than the entire league. Yet the brown haired teen acted like it was no big deal, and he implied that he had more abilities. They came out of their inner musing when they realized he was still talking.

"Of course, I had like sixty aliens unlocked on this watch but when I got here I only have twenty now. The others will re unlock themselves with time… I hope." Ben glanced at the Ultimatrix unsurely for a second.

Diana's interest and curiosity was captured. She was indeed eager to know more of Ben's alien transformation. Though he wouldn't admit it, Bruce was too.

**(A/N: This is to let all you people know which ones I am giving him to start with. Ben will unlock others later.) **

"Let's see I have Way Big, Blitzwolfer, Snare-Oh, Big Chill, Cannonbolt, XLR8, Humungousaur, Jetray, Chromastone, Rath, Spidermonkey, Echo Echo, Swampfire, Upgrade, Goop, Water Hazard, Heatblast, Diamondhead, Ghostfreak and Grey Matter." Ben listed out, not counting the Ultimate forms.

"That is an interesting bunch of names." Diana noted with a smirk.

"Yeah, some I have had since I was ten, others more recently. I'll give you a list of their abilities when we get to our destination." Ben replied.

…

Bruce, Ben, and Diana walked up the steps that led to Wayne Manor. They continued inside where Ben met Bruce's aging butler and friend, Alfred. The elderly butler asked if Bruce needed anything.

"I'm fine, Alfred." Bruce responded.

Alfred nodded and then looked towards Diana and Ben. "What you two care for anything?"

On cue, Ben heard the distinct sounds of rumbling in his torso. He knew what that meant.

"You know where the kitchen is? I haven't eaten in twenty-four hours." Ben stated.

"I'll get you something to eat and bring it to." Alfred replied.

Ben smiled and thanked the kind man.

The superhero trio continued into the house until Bruce opened up a grandfather clock, which hid a stone staircase. After stepping down the last step of the stairway, Diana smirked when she saw Ben's expression upon seeing the Batcave.

It was large cave that had an awesome looking car, relics gathered from previous missions, and a giant computer screen and terminal in one corner.

"Welcome to the Batcave." Bruce smirked. "Now…for that list of powers,"

"Yeah, you want me to demonstrate or just tell you?" Ben asked seriously.

"Just tell us for now, it'll be faster." Batman complied.

"Okay then,"

Ben then proceeded to tell them which each alien in his current arsenal could do.

…

"Your guests are here, Master Bruce." Alfred informed as he let in the last two members of the League, Flash and GL.

"Your late," Bruce noted, who was back in his Batman costume.

"Well it is good to see you two." John retorted.

"Wow!" Flash exclaimed as his eyes caught sight of a mechanical T-Rex. "That's a giant dinosaur."

"Amazing, and I thought Batman was the detective." Alfred remarked.

Ben smirked. 'I knew I'd like him.' He thought.

"So why are the Thanagarians really here?" John asked.

"Obviously not to protect us," Clark stated.

"Also, if the Gordanians are nowhere near Earth, than why do they need to build that force field?" Diana asked.

"I doubt that it even is a force field. Why don't you let me take a look at it see if I can figure it out?" Ben offered.

"No offense kid, but if Bats doesn't know, then how could you?" GL asked.

"I have hyper intelligent transformations, so sue me!" The brunette haired teen replied with slight irritation.

"Don't bother I can tell you what it is." A voice Ben did not recognize call out.

He turned to see a Thanagarian woman step out of the shadows. He immediately assumed for her to be Hawkgirl.

Clark removed his glasses and with a voice so steady it was kind of scary said, "You've got a lot of nerve showing up here."

Diana stepped forward and added with an even scarier voice. "We should thank you. It saves us the trouble of tracking you down."

All of a sudden, a flash of green illuminated the entire cave.

"Humungousaur!" A deep, guttural voice yelled.

When the light died down, standing in Ben's place was what looked like a 12 foot tall brown, bipedal reached out and grabbed the traitorous Leaguer. The rest looked up at the creature in awe and trepidation.

"Wait! I came here to help, not to fight." She quickly said, with fear in her voice from being grabbed by the beige/brown reptile.

Ben looked down at the others with a raised brow, not really sure at the moment.

Bruce glared at Shayera for a fleeting moment. "Let her go," He said in a low, almost deadly voice.

Humungousaur let her down, still glaring at her cautiously. He then took a few steps back before slapping the Ultimatrix dial. In a familiar flash of green, Humungousaur transformed back to Ben.

Flash instantly appeared right in front of Ben, almost startling the teen hero.

"You can turn into a dinosaur?! Oh wow, that is the most awesome thing ever! Are there any other dinosaurs on that thing?" Flash exclaimed with obvious excitement.

"Flash, shut up!" Bruce said.

"They're building a hyper-space bypass. If it is activated, it will destroy this entire planet." Shayera explained as she walked up to Bruce and handed him a purple looking floppy disk. "Here, this should tell you everything you need to know."

Batman accepted the disk, and then shot her a deadly glare.

"Believe me… I had no idea of the magnitude of Talak's plans." Shayera stated sincerely.

The Dark Knight looked at the floppy disk for a second before he placed it in one of his utility belt pockets. "We'll look into. There's the door." He said as he proceeded to another room, with the other League members in his wake.

Ben looked back to see Shayera hand John a green ring before she leaped into the air and flew out the door.

"She didn't propose to your or anything, did she?" Ben folded his arms and smirked.

John merely glared back at Ben before he placed the ring on one of his right hand fingers. Suddenly, a green hazy light surrounded his body as he levitated off the ground.

"Okay, I have to admit, that is pretty awesome." Ben grinned.

…

After inserting the disk into its proper slot in the computer, the League and Ben watched a simulation of the Earth being destroyed if the bypass were to go off.

"Ingenious," Bruce stated.

"Yeah, I'm impressed." The Man of Steel then took off his glasses. "Let's go wreck it!"

"But they have a force field." Flash implied. "How do we get through that?"

Out of nowhere, there was another flash of green light.

"Grey Matter!"

A little gray alien with a bulbous head climbed onto the computer and started jumping from key to key as if he had used that computer for years.

"The force field generator would be too dangerous to have at the bypass. It is probably done by remote from the flag ship." Grey Matter explained. He then jumped off the computer as the screen displayed the blueprints for the flag ship.

Grey Matter tapped the Ultimatrix dial on his back, and transformed back to Ben. He looked at John and smirked. "That good enough for yah?"

GL just huffed in response.

"We need to get moving!" Batman interjected. "The perimeter alarm was just triggered,"

"So they found us, huh? This should be fun." Ben replied.

"Everyone hurry and suit up!" Batman yelled.

While they changed Ben found the alien he wanted, he slammed his hand down on Diamondhead's hologram.

…

The Thanagarians busted through the entrance and into the Batcave.

"There hiding in here somewhere, leave no stone unturned." The leader of the group commanded.

Suddenly, large greenish-blue crystal shards shot out of a shadow and pierced all of their weapons. The leader turned only to get a diamond hard fist to the face. After that, the fight was pretty easy for the league.

Without their weapons and leader, the Thangarian soldiers were almost too easy to beat. When they were done Batman, came up with a plan.

"Okay I want Superman, Wonder Woman, Green Lantern, and Ben to take out the force field generator on the command ship. Meanwhile, Flash, J'onn, and I will reclaim the Watchtower." The Dark Knight explicated.

Whoa, whoa hold it! How do you plan on getting into the Watchtower?" Flash inquired.

"With that," Batman pointed at the Thanagarian ship parked outside the mansion.

**(A/N: I can't think how to write the next couple scenes so I am skipping over them. This means that Batman is guiding the Watchtower to target, and Wonder Woman just broke into the command ship.)**

…

Jetray flew in right behind Wonder Woman as she punched through the windshield of the command ship. They easily took out the men in there, and then proceeded to the hallway to look for the force field controls.

They saw that the corridor split into two different directions. He looked at the Amazon and suggested, "You go left, and I go right."

"Sounds good, wanna see who gets to the shield generator first?" Diana replied.

Ben smirked, and then taped the Ultimatrix symbol, after the flash of green there stood Humungousaur.

Continuing to smirk, he looks down at Diana.

"Ready…set…go!" She says.

Humungousaur lets loose a loud, booming roar and charges down his path. Diana just smiles then yells a battle cry and starts running down her path. May the Lord be with whoever stands in their way.

…

After putting the beat-down on more Thanagarians, Ben sees Shayera inside a cell. Ben is inwardly debating whether or not if he should let her out. After mulling on it for a moment, smashes the control panel, shutting off the bars and force field that kept her contained.

"This ship is probably going to crash. You should get off." Humungousaur advised.

"No. I want to atone for my mistakes." Shayera replied with a determined look.

Ben only nods (understanding just wanting to rectify a mistake.) He then continues to run down the corridor at full speed. Shayera picks up a fallen Thanagarians mace then follows Ben. The alien duo eventually arrived to the generator room.

As soon as they entered, they witnessed Green Lantern's shoulder get broken with a sickening crack. Shayera rushes over when she sees Hro Talak about to deliver the killing blow.

"Hro stop! You are a soldier, not a murderer." She reasoned.

The Thanagarian commander only looks down at her and strikes her across the face.

"I'm a fool, for ever loving you!" Hro bellowed.

He would have said more if Humungousaur's fist had not collided with his face. The blow sent Talak flying backward until he hit the metal wall hard. Ben let out another roar before he then tapped the Ultimatrix disk.

After the following flash of green, there stood a humanoid blob of green goo with a flying saucer looking device over its head.

"Goop!" The green Polymorph cried out in a squeaky, underwater type voice.

Goop points at Hro and challenges, "Alright bird man, let's go!"

A superior, cocky grin appears on Hro's face as he grabs his axe and charges. He easily slices right through Goop's chest the next second.

"NO!" Shayera screamed in horror.

Hro turns around to face Shayera with a superior, smug grin. As he proceeds over towards her (in an attempt to kill her) he suddenly feels a tap on his shoulder. Talak turns his head just in time to get punched straight in the face. The force behind the blow sent the Thanagarian warrior crashing into a wall once more.

"Where did you think you were going? I'm not done with you yet!" Goop said. He then averts his attention towards Shayera. "Go help John, and try to turn off the force field. I'll keep Hro here busy."

Shayera comes to John's sides and helps him over to the force field controls. With their combined effort, they manage to shut off the generator. They smile at each other, then turn to see Ben wrapped around Hro, keeping him from moving.

The trio whip around when they hear the groaning. They see the door burst open with Diana standing there with unconscious guards at her feet.

With her sword raised she asks, "Who's next?"

Right on cue, several guards pour out of the other entry way with their weapons primed and ready.

"Stand down!" Hro yells.

"Commander," One of the soldiers says confusingly.

"This battle has been lost. There is no more reason to fight. Let them go." He commands, ignoring the incredulous looks from his troops. He then limps towards Shayera and gives her a glare. "I hope you're happy. It will take us years to rebuild elsewhere."

Shayera merely glared back and stated, "Then you better get started."

John, Shayera, Diana, and Goop then walk out of the room.

…

**Later (in Wayne Manor)**

The members of the Justice League (except Hawkgirl) are discussing what to do about the traitorous leaguer.

"She gave away our secrets, betrayed us, and put the Earth in danger!" Diana shouted.

"Yea but she has no one anymore, and when push came to shove she came through for us, like always." countered Flash.

"We're argueing in circles, let's put it to a vote." Batman replied.

Meanwhile, Ben and Shayera are sitting on a couch, watching the news while Ben is tinkering with some things as Grey Matter. The Galvan sees the look on her face and puts down his project, then jumps toward her then climbs up her arm.

She doesn't notice, her mind being elsewhere. Only when Grey Matter taps her shoulder before sitting down on it does she realize what happened.

Ben looks her in the eye and says, "If it weren't for you, we wouldn't be watching this annoying reporter today. No matter what is decided, you'll always be a hero."

Shayera sincerely smiled at him as he smiled back. The little grey alien then jumped back down to the table to continue working on his project, just as Alfred walked in.

"Miss, they are read to see you now." He said.

The female Thanagarian thanks Alfred then walks toward the door. Before she enters the room, she turns around to see Ben smile at her. She smiles back as she walks into the room.

…

Later, Shayera jumps off the cliff, and flies away after stating that she would be resigning from the Justice League. Without warning, she notices something flying next to her. Shayera turns her head to look at what it was, and is shocked to see what appears to be a ghost.

She stops and turns then notices the green and black symbol on its chest.

She asks just to be sure, "Ben?"

"Yea, it's me." He answers in a raspy, whisper type voice. "I call this guy, Ghostfreak."

"What are you doing?"

"I have something for you, but I was invisible until we were alone." Ghostfreak replied.

The long auburn haired Thanagarian blushes and stares at him expectantly. The Ectonurite hands her a little coin shaped device with the same symbol as the Ultimatrix on it.

"What is it?" Shayera asked as he examined the coin.

"That is what I was working on when I was Grey Matter. It's a communication device that works on a frequency only the Ultimatrix can detect." Ghostfreak pauses before he continues. "If you ever need help whether it is a villain you can't beat or you know…you just wanted to talk, then you should call me." 

A trace of tear runs down her cheek as a smile takes shape on her face. "Thank you, Ben."

"You're welcome. I guess this is goodbye, for now." Ghostfreak replied.

She nods and flies off in the other direction.

…

**Later, back at Wayne Manor **

Ben is standing where Shayera stood minutes earlier. The remaining members of the Justice League are sitting around a table, looking intently at him. The teen hero was about to ask what was going on until Superman spoke up. "We want to thank you for everything you did to help us during the invasion, Ben. We'd also want to ask you if you would like to join us."

Ben thought about it for a moment. He definitely wanted to join the League and fight bad guys. It would help him to move on and find a new life in this alternate world. However, he was still grieving and wasn't sure if he could continue with his hero carrier at the present moment.

No, he needed some time away to get over his lost before he could join.

"Wow! Thanks, I would love to join you guys, I like fighting with you. But before I came to this universe everyone I cared about, my parents, my grandpa, my cousin, my aunt and uncle, my girlfriend, and my best friend were all killed. So if I could have some time to grieve and come to terms with everything first, I think that would be better," said Ben with a tear rolling down his cheek.

The members of the Justice League looked shocked from this unexpected revelation.

"I understand. Of course, you can fully join later." Superman replied.

Ben nodded said thanks before stepping out of the room.

After he was gone, the others turned to J'onn. Wally was the first to speak what the others were thinking. "Is that true that all his loved ones are gone?"

J'onn solemnly nodded. "Yes. Ben had allowed me to access his memories. It was a horrible ordeal he had to go through."

"That explains why I sensed pain in him, but I didn't realize that it was that much pain." said Diana.

"Well, if there is nothing else, than we can adjurn for now." Superman complied.

The others nodded in agreement.

Once they all exited the meeting room, they found Ben sitting on the couch, staring at a picture. Diana went around him and sat down to look at the picture.

"Who are they?" Wonder Woman asked curiously.

"That's my cousin Gwen, my best friend Kevin, my girlfriend Julie, and my grandpa Max." Ben answered, pointing to each one in turn from left to right.

"When was this taken?" Flash asked.

"After we stopped the Highbreed invasion." He replied.

He then put the picture back in his wallet. The emerald eyed teen stood up then asked a question that had been bugging him since he left the meeting room.

"Uh, I just thought of this after I left that room. Where can I stay? Because I don't think Bruce wants to put up with me that much more." The Ultimatrix wielder said with a hint of a smirk on his lips.

Flash laughed, while the others just grined.

"You could stay with my parents." Clark volunteered.

"If it is ok with them that would be great," Ben replied with a slight smile.

"Alright, let me get ready and when get going." He responded.


	2. Chapter 2

**Ultimate JLU**

**Chapter 2**

**I do not own Ben 10 or Justice League **

…

_Last time_

_Ben decides to join the Justice League but asks for some time to come to terms with the death of his loved ones. He then asks where he should stay he is now flying to the Kent farm with superman. _

…

Ben, who was now Jet Ray, was flying next to Superman as they flew over Metropolis. As they continued, the city faded away to a landscape of corn fields. They both descended from the bright blue sky and finally landed outside a farm house.

Upon landing, Ben slapped the Ultimatrix dial, turning back to human. Superman (now dressed as Clark Kent) looked at the farm home for a moment.

"Not bad," Ben commented. In truth, although he was a city boy, Ben was relieved to be staying here. The wide opened spaces and the tranquility of Kansas is just what he needed.

Clark and Ben walked up the steps of the house and inside the house. At the kitchen table were two elderly people.

They both stood up and hugged Clark. When his adopted parents saw Ben they looked questioningly at Clark, curious as to why Ben was here. After a few moments, Superman introduced Ben and told them everything that had happened to him. Mr. and Mrs. Kent nodded in understanding where this was going and were more than willing to help.

"So let me guess he needs a place to stay and you volunteered us am I right," asked Jonathon.

Clark nodded to his dad as a reply.

Ben was looking down at the wooden floor through the entire explanation. He seemed nice, but his emerald eyes were haunted by horrific, traumatizing memories.

Martha felt bad for the brunette teen. She looked at her husband, and they nodded in agreement. The grey haired couple said that Ben could say with them as long as he needed to.

Ben looked up for the first time in a while and smiled as he thanked the two older Kent's. Martha Kent replied that it was fine and that he could put his stuff in Clark's old room. He thanked the nice, elderly couple again before he went up the stairs to take a nap.

After Ben left for the upstairs, Clark talked to his parents for a while and explained a bit more in detail of Ben's origins, what had happened to him, and what he did to help the Justice League to defeat the Thanagarians. Once Superman concluded his explanation, he told his parents goodbye as he left to patrol Metropolis.

_A few hours later…_

Ben suddenly wakes up sweating. The teen groans as he sits up from the bed. He hasn't been sleeping well ever since…what happened.

"Stupid nightmares," Ben grumbles angrily before he gets up from the bed and then proceeds downstairs.

When Ben sees Misses Kent in the kitchen, he goes up to her and asks if he can help with anything.

She turns around startled for a second before she settles back down. "Oh no thanks dear I got it. But Jonathon might need help, and please call me Martha." was her response.

He smiles and nods in understanding before heading outside towards the barn. Ben spots the elderly, kind man working on the ground, working on a tractor.

"Hey Mister Kent, thanks again for letting me stay here for a while." Ben said as he walked up to him.

"It's no problem son. Oh and the name is Jonathon. But the real problem here is this tractor."

He stood up, after getting out from under the tractor.

Ben did a quick sweep of the barn with his eyes. There were hay bales in the far right corner, a broken down tractor in the front left corner, and a work shop area to the right. There were also stairs leading up to the loft, and to the left past the tractor a metal gate leading to the pasture where several cows were grazing on fresh, green grass.

"Hmm," Ben hummed as he analyzed the machine. "Maybe I can fix it,"

"How? With that watch of yours?" asked Jonathon looking slightly incredulous.

Ben froze up in shock for a second, before he realized that Clark must've told his parents about the Ultimatrix and everything else.

"Yea I assume Clark told you?" Ben asked, however, he already knew what the answer would be.

"Yea he did. If you think you can fix it, go right ahead."

Jonathon then took a couple generous steps back as he watched to see what Ben would do.

Ben nodded before he activated the green watch. He scrolled through the Ultimatrix playlist until he found the hologram of an old favorite. The green eyed teen grinned as he quickly slammed his hand down on the dial, and felt the familiar sensation of his body morphing.

After a flash of green, Jonathon blinked to get rid of the spots in his vision. He then blinked more in disbelief because now…standing in Ben's place was what looked like a humanoid being comprised of black and green circuitry.

Ben turned to face the wide eyed Mister Kent and replied, "I call this guy, Upgrade."

The Galvanic Mecamorph then jumped onto the old tractor. Without warning, his body became more blob like as he seemed to melt into the tractor. Within seconds, it was soon covered in strange black and green circuitry all over.

There were some strange noises as Upgrade found the problems and corrected them. After solving the problem, the blob of circuitry pooled out of the tractor. The onyx and emerald blob quickly reformed into its humanoid shape.

After completing his work, it raised a hand and tapped the symbol on his chest, causing another flash of green. Once the light died away, standing in Upgrade's place was Ben in human form.

"I fixed the problem. Some gears were loose, and I also adjusted the engine to give it more power." Ben told with a smile. "Go ahead and try it out."

Jonathon nodded in response as he walked over the tractor. He climbed to the seat and turned the keys in the ignition. Sure enough, the tractor purred to life as if it were brand new.

"Thank you Ben." Mister Kent smiled widely. "You don't have to do anything else today, unless you would like to do Kara's chores before she gets home."

"What chores are they?" Ben asked.

"Just stacking the hay in the loft, sweeping out the barn, and feeding the cows," Mister Kent replied.

Ben nodded, seeing that those weren't too hard and wouldn't take him long at all to accomplish. Besides, he didn't want to seem like a lazy house guest. Plus, he didn't have anything better to do anyways.

"I'll do it," He smiled.

Jonathon smiled then left on the tractor to do what he needed to. Ben decided to feed the cows' first since he could do that really fast. So in the usual flash of green, Ben turned into XLR8 and grabbed the feed and raced to the trough to feed the cows.

A few seconds later, he returned and used his tail to sweep out the loose hay and dust from the barn floor. Upon glancing at the hay, he tapped the Ultimatrix dial and aimed to transform into Diamondhead. However, once emerald light dissipated, he discovered that he did not transform into Diamondhead.

Ben looked at himself to see he had red skin, was 9 feet tall, and had four big arms. "Alright I got Four Arms back!" He exclaimed happily.

Suddenly, before he knew it, he felt something hit his cheek hard, and then went flying across the barn.

_A few minutes earlier…_

Kara loved flying to feel so free and leave all her worries, doubt, and fears on the ground and just relax.

'I wonder how Clark is doi… what was that?' The blond powerhouse asked out loud, after her thoughts were interrupted by a flash of green.

'That came from the barn. I wonder what is going on.' Kara thought curiously as she flew into the red building.

"What in Argos is that?" She shouted in shock and surprise.

Standing before here was a 9 foot tall humanoid being with four arms, a gold 'X' strap on his torso, gold bracelets on his wrists and his ankles, and what resembled a black Speedo with a gold waistband.

'I don't know what it is or what it is doing here, but I know it is going to leave.' Kara said inwardly as she flew towards Fourarms and punched him in the side of his face.

The red Tetramand then went flying through the side of the building, creating a very big hole in the side of the barn, with Kara following him.

_Present time_

"What the heck hit me," Fourarms asked in a disorientated state of mind.

He looked around to see he was in the middle of the field. He lifted his head to see a blond girl flying at him at an incredibly fast speed with her fist raised and ready to strike again. Ben stood up from the ground to try and defend himself.

Unfortunately for Ben, Kara was too fast. She punched him full in the face with a wicked uppercut. The Tetramand flew up at a breakneck speed. Nonetheless, it did give him time to get his head together.

Ben looked down with his four green eyes to see the girl flying up at him. (Ben is unaware that this girl is related to Superman, considering that she just came from and school and isn't wearing her costume.)

He quickly aligned himself to fall toward her. Fourarms reached out and grabbed Kara around the waist getting a punched in the stomach in the process. During the fall, he pinned her arms to her side and turned so she would land first with him on top of her.

They made a small crater in the ground upon impact. Ben got up, thinking the fight was over as he backed up a bit, only for Kara to get up and charge him again. Nevertheless, this time he caught her punch. Much to the shock of the blonde girl, Fourarms caught her other fist, then her right leg follow by her left.

Kara could feel her anger rising as she was stuck in the red creature's grip with no leverage. She looked at Fourarms and demanded, "What are you? And what were you doing in my family's barn?"

Surprise was evident on the Tetramand's face after hearing that comment. He then began walking toward the house with Kara still in hand.

Fearful of what this thing would do if he got Martha or Jonathon, Kara struggled harder against his strong grip, but without any leverage it wasn't enough. Fourarms walked up to the front porch and used his foot to knock on the door.

Martha opened the door only to see Kara caught in a giant creature's arms. Then it got weirder.

"Do you know this girl, Mrs. Kent?" Fourarms inquired skeptically.

Martha furrowed her brows in contemplation. She was wondering if this creature was one of the aliens Ben can turn into.

So she asked, "Ben is that you?"

"Yes Misses Kent it is me, but back to the question, do you knows who this is?"

"Yes that is Clark's cousin, Kara. She stays here with us." Martha replied.

The whole time this is going on, Kara is looking back and forth with confusion evident on her face.

Supergirl tilted her head as she queried, "You know this thing, mom?"

Turning to Kara (who was still being held in an X shape) Martha replied, "Yes, he is a friend of your cousin's, now what happened?"

"I was doing her chores when she sucker punched me through a wall in the barn." Ben answered as he slowly let Kara, but still looking at her cautiously.

Kara glowered at him then explained that she saw a flash of green light in the barn and went to check it out only to find him in the barn. So she punched him. Martha sighed and proceeded to tell her everything she knew about their guest while Ben stood there awkwardly.

Afterward, Kara turned and sheepishly looked at Fourarms. "Sorry about jumping to conclusions, and attacking you."

"I did most of your chores, you punched me in the face, and this is the thanks I get?" Ben looked at her with a smirk as she winced. "That's great. I didn't think I would get that, and don't worry it's alright. I'm just a little sore in the face." He smiled down at her; she smiled back up at him.

Fourarms tapped the Ultimatrix dial on his chest, causing the two females to shield their eyes from the green light. Ben had been because in transformation mode for a while and realized that the Ultimatrix needed to recharge. But the main reason is he wants to properly introduce himself.

After the light vanished, standing in the four-armed creature's place was a guy wearing blue jeans, a black t-shirt, and a green jacket with the number 10 on the left side.

He outstretched his hand and said, "Ben Tennyson, nice to meet you."

Kara smiled at him and shook his hand. "Kara Kent and yes it is nice to meet me, or so I'm told."

Ben just laughed with her, joining in a few seconds later. Martha just watched them with a knowing smile.

…

**A/N: Ok I really wanted a funny way to start the Ben/Kara friendship turned romance. Thought that this would be a funny way for them to meet, and get to know one another. It was a tie for Four Arms and Armodrillo so I flipped a quarter it was Four Arms sorry will bring in Armodrillo later. Next chapter Ben goes to Metropolis. **


	3. Chapter 3

**Ultimate JLU **

…

I don't own Ben 10 or Justice League Unlimited

Last time

Ben met Clark's parents, helps around the farm, and met Kara. This is now a couple weeks later, Ben has helped around the farm everyday then hung out with Kara.

…

Ben woke up feeling better than he had in a long time.

"I actually got a full night's sleep!" thought a thoroughly shocked Ben. He did his usual morning routine while reflecting on his last couple of days staying at the Kent farm. He had helped Kara with her chores which went by really quick with their combined abilities; he then just hung out with Kara. They had swapped stories about themselves to pass the time and to get to know each other better. As he proceeded down the stairs, Ben couldn't help but smile, thinking of the happy memories that had started to replace the bad ones in his dreams.

When he got to the kitchen, the teen hero was shocked to see Clark sitting at the table by himself.

"Hey Clark, what are you doing here?" Ben asked as he walked up to the table and sat down across from him.

"I thought maybe you would like to visit Metropolis when it isn't being invaded by Thanagarians." Clark answered.

"Yea sure that sounds like fun." Replied Ben.

Minutes later Clark is standing on the porch, when Ben comes out.

"You ready to go." Asked Clark.

"Yea let's go I wanna see what this place looks like without flying tanks, Thanagarians, and martial law enforced." Ben replied with a smirk.

About half an hour later, they enter through the Daily Planet's front door. They had only taken a few steps when they heard, "Kent, where have you been we need to … Clark who is this?"

"Lois this is a family friend, his name is Ben Tennyson, and Ben this is Lois Lane the best reporter the Daily Planet has ever had." Replied Clark as he gestured to the woman who had walked up to him during the introductions.

"Nice to meet you," she replied as she stuck out her hand.

"Likewise" Ben replied as he shook her hand. He saw Clark out of the corner of his eye making those 'I am a love struck idiot eyes' at Lois without her noticing.

"Well let's show the kid around, Smallville."

"Sure Lois," A love-struck Clark Kent replied.

They had only walked a short distance through the building until, "Lane, Kent get down to the Nuclear Power Plant, and I just got word that Bizarro is on a rampage that just triggered a nuclear meltdown!" Perry White, the Chief Editor of the Daily Planet, yelled from the door to his office.

"On it Chief." Clark and Lois shouted back.

"Clark go on ahead I will show Ben to our office so he doesn't get into any trouble, then grab my purse and I will meet you there." Lois ordered.

**(A/N: I don't know if they have their own office or not but I am a big Smallville fan and in that they do have their own joint office so I am using that idea. Smallville another thing I do not own, because if I did there would have been a season 11 on TV not just a book version.) **

Clark nodded, then took off in the opposite direction that Lois was leading Ben. They took the elevator to the sixth floor then they walked a little ways down a hallway till they came to a door with Lois Lane and Clark Kent monogrammedin gold on the window. The office was pretty typical two desks facing each other a computer on each, a few pictures of loved ones, and a great view of the city from the floor to ceiling window.

"Okay just stay here don't touch the computers, and try not to break anything" Lois said as she was reaching for her purse that was hanging off her chair. Just as she touched her purse, the window shattered as broken glass rained down on them.

"I didn't touch it!" exclaimed Ben looking franticly at Lois.

She mentally chuckled, while thinking "dear god what did Clark tell him about me that he is scared of me that badly?" Then she saw what did break the window a giant toy soldier's hand! The hand continued to reach into the office until it grabbed her! "What the hell is going on?" Lois all but screamed, enraged that yet another crazy event had to happen to her. The hand lifted her up to look into the eyes of the soldier. In the right eye sat a short man with a face that was shiny like it was made of plastic.

"Toyman! What are you doing? Why did you kidnap me!" a struggling Lois yelled at the man as the robot slowly walked away from the Daily Planet, crushing several cars underfoot.

She saw a flash of green light, but in her current predicament it did not seem all that important.

"It's quite simple Ms. Lane, with you in my possession Superman will have no choice but to come play my game, and Bizarro's distraction at the Power Plant gives me enough time to grab you and set up the game." The doll-like man replied menacingly.

"How did you get Bizarro to work for you?" a bewildered Lois asked with a confused expression on her face.

"It is amazing what Bizarro will do for you if you agree to play with him and offer him a chance to kill Superman." Toyman answered with a hint of amusement in his voice.

Then she saw something that worried, startled, and further confused her, it looked like a brown bipedal humanoid/dinosaur.

**(A/N: I am getting rid of him yelling out his heroes names most of the time, because it seems childish to me, I want Ben to seem more mature, it wastes time to say the names, most of the Justice League are adults so he is going to be slightly more mature so that he doesn't give a bad impression, and it would alert the villains to his presence. So there will not be a lot of shouting names or saying It's Hero Time. If I feel nostalgic maybe I will throw one in.) **

"Well then thanks for filling me in on your plan… uh… Toyman was it," a deep guttural voice inquired.

"Yes that's my name… wait who the heck asked that?" Toyman answered as he frantically looked for the source of the voice.

"Behind you small fry," The 40 foot tall soldier turned around, to come face to face with a 60 foot tall Humungousaur.

"What the heck are you..?" Toyman stuttered while looking up at the giant, brown, dinosaur with a strange symbol on his chest, spikes on his tail, and plates going down its back like a stegosaurus.

"It is surprising what kind of friends Superman can make when you help him out when he can't be in two places at once." Ben mocked.

_Flashback_

"A giant toy soldier just grabbed Lois, and is making a run… eh more like a giant stepped walk for it. Heh heh" thought Ben.

With Superman busy at the power plant it is up to me to get her back for the big lovesick dope. The brunette ran as fast as he could toward the elevator, only to see a group of people crowding around it. "Ugh now I have to run down all those stairs, find a place to transform, and save Lois. What a wonderful day of relaxing this is going to be." Ben muttered to himself.

After a few minutes of nonstop running, Ben finally made it out of the Daily Planet and into an empty alley.

"A 40 foot tall toy soldier, well I know just the alien for the job." Ben inwardly said as he scrolled through the Ultimatrix. When he found the alien he wanted, he slammed his hand down on the dial. There was the usual flash of green, feeling the familiar sensation of his body changing, growing, and getting stronger. Standing in the wake of the emerald light was Humungousaur.

Then he snuck up behind the soldier as quietly as he could when he was a 60 foot tall dinosaur. He was about to make his presence known until he heard a voice and realized that Lois was getting the villain to explain their plan.

"Ha! Why are villains so stupid as to revealing their plan? Though this guy's plan didn't seem that dangerous or evil, but it probably is." Ben noted to himself.

_End of Flashback_

"Now how about you put the lady down and you and I can settle this." Humungousaur growled.

"Ha! You think I would just let my only piece of leverage go, you're more fun than Superman." Toyman replied, then started to hysterically laugh to the point it was annoying.

"Alright then take this," Humungousaur growled as he lunged for the soldier. He grabbed the arm holding Lois and pulled with all his might, sparks started flying from where the shoulder of the robot. Even though Lois might be a tough army brat, even she started to scream her head off.

"No! What are you doing?! Stop!" Toyman shouted frantically.

Once the arm was ripped off, Humungousaur set it down, pried the fingers open, and let Lois out.

"Thanks for saving me." Lois thanked, still trying to catch her breath.

"You're welcome Ms. Lane," answered the Vaxasaurian.

"I really appreciate it… watch out!" Lois cried out.

However, it was too late. The robot had turned and with its remaining arm had sucker punched Humungousaur.

"That's how you want it? To go down fighting? Alright then," Humungousaur said before giving out a mighty roar, and tackled the robot soldier. He was trying to get through the armored platting in the head to grab Toyman, but was having some difficulties.

"Ha! This is designed to keep Superman out. What makes you think you are any stronger?" Toyman laughed while he was pushing buttons and pulling levers, in an attempt to knock the Vaxasaurian of him.

"Because I am not Superman, I am Humungousaur!" Then with a great roar and impressive show of strength, he ripped the armor where the head met the soldiers. The hole was big enough for his hand to reach in, he grabbed Toyman.

"Let me down! Let me go!" Toyman shouted as he struggled in Humungousaur's grasp.

"I will let you down right here." Humungousaur grinned as he put him in a circle of awed, stunned, and nervous police officers. They slapped some handcuffs on him then led him toward a squad car.

Humungousaur watched all of this then turned around.

"Hey, think you could give me a few seconds of your time?" Lois inquired, just as a news van pulled up.

"Maybe some other time; I am going to go see if Superman needs a hand." Humungousaur answered before tapping the Ultimatrix dial.

After the familiar flash of green, standing before their eyes was a red manta ray like creature, which was flying over them as it sped toward the Power Plant to check on Superman.

As he flew away Lois was thinking, "A new story, a new hero, a new Pulitzer!" She ran back to the Daily Planet to get started on her story.

_A few minutes later at the Power Plant_

"Hey Superman need a hand?" A new voice shouted down to the Man of Steel as he was in a fight with someone of equal strength as him. He looked up to see a strange creature. Clark momentarily had a look of confusion till he saw the symbol on the creature's chest, immediately knowing who it was.

"Yea, cool down the reactor, while I take care of Bizarro." He shouted up at Ben.

"Got it." Ben responded.

He slapped the Ultimatrix to transform from Jetray into Water Hazard. He landed then extended his hands, and shot several hundred gallons on the reactor, which steamed when the cool water touched it. "There now to really lower the temperature." Ben said as he again changed this time into Big Chill.

He then proceeded to freeze the water around and on the reactor, effectively stopping the meltdown. With that danger averted, he flew out a hole in the building to see if Superman needed any more help.

What he saw when he got there would have made him smirk, if he could as Big Chill. There was Bizarro unconscious and tied up in what appeared to be several street lights.

"Hey thanks for the help, but why did you come here?" Superman questioned.

"Well when Toyman took Lois, I had to help her." Was Ben's quick reply.

"Toyman did whaaattt!" Superman all but screamed.

"Yea, he broke your office window and took her. Don't worry I saved her. She is on her way back to the Planet, where I need to be before she returns and gets suspicious of my absence." Ben hurriedly answered, before Superman went off chasing, that insane madman.

"Oh… thanks for that I owe you one." Superman answered as they flew back towards the building with the freakishly big spinning globe on top.

"I say you owe me two for saving her and cooling down that reactor." Ben shot back, a grin adorning his face.

"Fair enough," Superman answered.

When they had reached the Daily Planet, they separated to change back to their normal appearances. Ben went intangible and flew through the walls till he came to the guys bathroom, then tapped the Ultimatrix, which was gonna need to recharge anyway, from all the changing he did. He then walked out to and toward the office just as Lois came out of the elevator.

"What are you doing out of the office?" She questioned Ben, thinking that he had been causing trouble.

"I am on my way there now, I just went to the bathroom. Is that a problem?" He sarcastically asked back.

"Ha-ha very funny, you and I will either be great friends or the worst of enemies with an attitude like that." Said Lois.

"Let's go with best friends, I don't want to have to face the wrath of Lois Lane." Replied Ben with a smile on his face.

They had been in the office for only a few seconds when Clark came in. "Hey Lois what happened to you, you were supposed to meet me at the Power Plant?" asked Clark playing ignorant, and giving a subtle wink to Ben.

"I was grabbed by Toyman, when I was saved by a dinosaur, do you believe that? And not just that but an intelligent dinosaur," replied Lois, who found the story unbelievable, and she was there.

"Wow what a day, the Nuclear Meltdown, Bizarro, Toyman, and then the appearance of a new Hero, man Lois that's crazy." Clark stated.

"Or if you are a resident of Metropolis that is a normal Wednesday." Lois retorted sardonically.

Clark just nodded and chuckled.

"So the usual deal I tell you about the Power Plant story and you tell me about the new Hero story, and we split both bylines?" Clark inquired.

"Naturally," Lois quickly replied.

They chatted for a little longer as they did their work. When evening came around, Clark took Ben back to the farm. The car ride was silent, but not in an uncomfortable way, until Ben asked, "You love her don't you?"

Startled, Clark turned to look at Ben then enquired, "That obvious?"

"Yea it is, why don't you ask her out?" Ben further inquired.

"She doesn't know about me. I don't want to put her in more danger than she already gets into." stated Clark while looking ahead.

"Man that is a terrible excuse! I was there today, did you forget? Toyman grabbed her because she is Lois Lane, the girl Superman always saves! Telling her the truth would not put her in anymore danger than she already is. It would, however, make you both a lot happier."

"What do you mean by that?" a bewildered Clark asked, taking his eyes off the road to glance at the teen.

"You both love each other, but you can't keep those kinds of secrets in a relationship, so if you told her it would allow you to have a relationship. It would therefore make you both exponentially happier." Answered Ben in a 'how oblivious can you be for someone who can see through solid objects' kind of voice.

"Hmm… I never thought of it that way." replied Clark.

The rest of the car ride was silent with Clark in deep thought and Ben staring out the window. That night, both heroes went to sleep dreaming of the girls of their … well… dreams.

**A/N sorry for the wait I literally had some technical difficulties, and then had some writer's block but with the help of Ultimate10 I figured out a good idea for this chapter. So just wanted to add my thanks to him again, by saying he is awesome. **

**Next chapter=Ben getting his own place, setting up a base of operations, a little more Kara/Ben, and the beginning of Initiation. **


	4. Chapter 4

**Ultimate JLU**

_Last time_: Ben went to Metropolis, saved Lois from Toyman, and helped stop a Nuclear Meltdown. It was just an average day for our hero.

_Now_

Ben and Kara walk into the farmhouse, the latter right behind him. They had just finished their chores and were now trying to think of what they could do, but unexpectedly the phone rings.

Kara picks up the phones and says, "Hello, Kent residence."

"Hello Kara, it's Bruce, could I talk to Ben?" the voice on the other end answered.

Kara turned and gave the phone to Ben, while slightly wide eyed at who the caller was.

"Hello," Ben says after taking the phone from Kara, while wondering who could be calling him; only the League knew where to reach him.

"Hello to you to Ben, could you meet me on Bainbridge Island in a few hours?" asked Bruce.

"Uh yeah… sure Bruce, I can meet you there." Ben replied, while in the meantime thinking, 'What the heck could the Bat want with me on Bainbridge?'

"Good, I will see you there." Then Bruce hung up the phone.

Ben stares at the phone in his hands wondering, 'What is going on?'

"Ben is everything ok?" Kara asked with a little worry in her voice.

"Yea everything is fine." The Ultimatrix wielder assured. "I just have to meet Bruce in Seattle."

"Ok well do you want me to come with you?" was Kara's response.

"Hmm… well if you want to go sure you can tag along. It's not like we are needed here or anything." Said Ben.

"Then let's go I'll race you there." Kara said as she through Ben a smirk over her shoulder. She then ran out the door and took off into the sky.

"Hey no fair!" exclaimed Ben as he hurriedly turned into Jetray in an attempt to catch up to Kara.

_A little over an hour and a half later_

"I would have beaten you if you hadn't taken that head start." Complained Ben as they landed in an alley.

Kara just stuck her tongue out at him in a teasing matter as they walked out of the alley. When they got to the sidewalk, a sleek black limousine pulled up. "Get in" the voice of Bruce Wayne said from the open back door of the car.

They both climbed into the backseat of the limo. After getting settled in, Ben decided to skip any preamble and get to the point. "So why did you call me here?" inquired Ben.

"I called you here because you are going to need a place of your own. Here we are." Replied Bruce as he climbed out of the car.

Ben and Kara glanced at each other and then followed him. When they looked around they were in front of a huge house with an ocean view, two stories, and a nice lawn.

"This is my new place?" a happily surprised Ben asked.

"Yea, I bought it for when I was in town on business, but I don't come here that often so I figured you could take ownership of it. It would give you a base of operations, a busy city to protect, and it has a few extra attachments of mine if you know what I mean." Bruce answered with a hint of a smirk on his face at seeing the joyous expression on Ben's face. "Well do you want to stare at it or do you want me to show you around?" teased Bruce, with that same smirk on his face now more obvious.

They headed inside to see hardwood floors and a spiral staircase going up and down through the floor. They continued on they saw a fully modernized kitchen, then a living room with a couple couches, a flat screen TV, a glass coffee table, and a few recliners. Next were the bedrooms, then the two bathrooms, the garage, and finally the basement. It was pretty plain compared to the rest of the house until Bruce went up to a wall, pushed on a brick a section of the wall moved away. Revealing a keyboard, retina scanner, and a place to input a voice command.

"I knew he was paranoid, but that is ridiculous." Ben whispered to Kara who broke into a fit of giggles, which made Ben smile.

When Bruce was done he set the retina scanner and voice command to accept both his and Ben's. He then told him that the code was "Park Row and the voice command was "Thomas and Martha."

'That's an interesting password,' he thought 'the voice command makes sense, but the password confuses me, oh well guess that was the point.'

**A/N: for those of you who might not know this Bruce's parents were Thomas and Martha Wayne, and they were murdered on a street name Park Row.**

When Ben came out of his musing he realized that the wall had moved to reveal a staircase going down. 'Aw man this is really cool!' Ben inwardly noted as he looked around. There was an area set up as a medical station, another as a laboratory, there was a blank area, and finally a giant computer.

"This is one of my many emergency Batcaves." explained Bruce as he watched Ben take in everything he saw. "You can put whatever you want in that empty space and you can use any of the vehicles; as long as you are careful" Bruce finished with a stern look directed at Ben.

Ben just responded by slowly nodding. Kara was happy for her friend, but at the same time sad that he would be leaving the farm. But the happiness for her friend won out when she saw the look on his face, it was so full of happiness it was contagious.

"Well I will let you explore more on your own, have a good day you two." Bruce says as he leaves the cave returning to the house, then walking out to his car to head back to Gotham.

"This is epic!" exclaims Ben a little after Bruce leaves, while he is checking out a minisub, that is floating in a small lake of water leads out to the sound outside. He and Kara continued to look at the house till it started to get dark then they left to go back to the farm.

Ben was spending this last night on the farm so he could get the clothes that the Kents had gotten him, and his other things and move it to his new house tomorrow while Kara was at school. Ben locked the front door with the key Bruce had given him. They found an alley to change and they flew back to the farm.

_A few weeks later _

The last few weeks had pasted quickly for Ben he had moved his clothes that the Kents had been kind enough to get him. (Mostly black t-shirts, jeans, socks, etc, and a suit for when he needed it) He was wearing his suit standing next to Clark, who was next to his parents. They were standing and clapping for the beautiful blonde wearing a cap and gown as she took her diploma from her high school principal.

A few minutes later, "Ma, Pa, Clark thanks for coming you guys, I really appreciate it! " Kara exclaimed. Then she saw who was standing next to them, "Ben you came too, aww thanks!" Kara proceeded to give him a hug, and it took all his will power not to shout from the tight hug.

"You didn't think I would miss my friend's graduation did you?" Ben says with a smirk, once he regains his composure.

_A little bit after the graduation_

"Well you two you ready to see the new Watchtower?" Clark asked with a smirk as he saw the excited expressions on Ben and Kara's faces. They were sitting in the Kent kitchen and had just finished Kara's personal graduation party since she couldn't go to any other.

"Almost just let me change. Hmm…Four Arms should be fine." Ben said as he found the right hologram and slammed his hand down on it. There was the usual flash of emerald light, but instead of the tall muscular form of Four Arms, there was a being with no eyes on its head but all over the rest of his body. It had two bat-like ears that took up most of his face, a mouth, and hundreds of eyes everywhere but its head. He wore no shirt just black pants with the ultimatrix symbol on his belt.

"I don't think that is Four Arms?" said a confused Kara.

"Sweet! I got Eye Guy back!" exclaimed an enthusiastic Ben.

"What the heck is this one, what can he do, and really Eye Guy?" Clark asked with a raised eyebrow.

"Let's see it has been a while since I used this form. I know he is really hard to sneak up on because of all the eyes and the enhanced hearing of these ears. He can fire energy beams from his eyes, he can move the eyes around his body and merge multiple eyes together. Also, if he merges three eyes he fires a freeze ray and if he merges five he fires a fire beam. And last but not least if he closes or merges all his eyes a giant eye opens on his chest that fires the biggest energy blast he can, almost detaching the eye in the process." Ben list off with a thoughtful expression on his face.

"Oh and he has enhanced strength, agility, and durability along with compound and 360 vision. His species is called Opticoid and yes Eye Guy I named him when I was ten it seemed fitting." Ben answered Clark's questions with a complete straight face.

Clark and Kara stared at Ben with a 'what can't you do look' on their faces.

"Well… that is really neat and slightly creepy that you can have that many staring contests at once, but I don't think that is the kind of image you want to make on your first day." Kara said with a teasing tone in her voice.

"Yeah, you are probably right, just a sec." Ben replied he tapped the Ultimatrix on his belt, a few seconds later there stood Four Arms. "All right I'm ready." The deep gravelly voice of Four Arms said.

Clark pressed his hand to the communicator in his ear, "We are ready when you are J'onn." Not even thirty seconds later they were engulfed by a white light, then the next thing they knew they were on a platform in a massive space station.

"Well I will let you two have a look around, there is a … I guess you could call it a meeting in about an hour in the observation deck. Just go through those doors over there." Clark said as he gestured to a pair of doors across from them.

"K well I am going to go there and meet some more of this worlds heroes, do you want to come with me Kara?"

"Yeah let's go meet and greet our new teammates." An obviously enthusiastic Kryptonian exclaimed. Then she took off for the doors with a smirking Tetramand follow behind.

They walked in to find the room filled with at least a hundred or more heroes. Several turned to look at who was entering the room, and most of those went wide eyed at what they saw. Most of them had assumed that Superman's cousin would be invited to the new league, but who the heck was the 12 foot tall, red skinned, four armed, and four eyed behemoth?

Ben and Kara had decided to go separate directions to meet more of their teammates. As Kara walked away from Ben she smirked at the wary and incredulous looks he was receiving,

Ben had walked left toward J'onn and a man in a metal suit with a hammer by his side.

"Ah…there you are my friend and what may I call this form of yours?" inquired J'onn when he saw Ben walking toward him and the new hero, Steel.

"This is Four Arms, an easy name to remember, how have you been these past few months, and who is your friend in the suit?" Ben answered as he walked up to J'onn and Steel, he then reached out both his right arms for a hand shake.

"The name is Steel… and Four Arms… really? That sounds like a ten year old named you?" He introduced himself as he shook his hand.

"The name sounds that way because I was ten when I first turned into this form." Ben answered with calm joking manner.

"Oh uh, sorry…so you are the hero that started at age ten? There have been some rumors going on around here about a hero that started at that age. I didn't pay much attention to them so I can't tell you if they are all good though." Steel answered back with a smile, feeling a sense of camaraderie with his fellow hero.

"Well…now I have to go find out what people have been saying about me. Tell me where Flash is, he probably started the rumors." They both break out into laughter at that, knowing it is probably true.

"Might I ask what is so funny?" asked a beautiful brunette wearing fishnets, a white shirt, black jacket, white bow tie, and a black top hat.

"We were just talking about the likelihood that Flash is responsible for the rumors about me." answered Ben as he stuck out one of his hands, "the name is Four Arms."

"Zatanna Zatara, magician extraordinaire at your service, but uh what rumors might those be?"

"The ones about the guy who started being a hero when he was ten years old," answered Steel as he once again was looking at the control panel.

"Really? You mean that you are that hero? You took up such a responsibility at that age?!" exclaimed Zatanna. Four Arms just nodded but Zatanna's outburst was heard by most of the other heroes in the room who looked up to see what was going on.

Most quickly figured out that this was the young hero of the rumors, and walked over to talk with him. He met some other heroes like Hawk, Dove, Vigilante, Shining Knight, Stargirl, and Red Tornado. That is how Ben spent his time till the meeting started.

**A/N: The rest of **_**Initiation**_** next chapter, sorry that there wasn't any action in this chapter I just wanted to focus more on getting Ben settled into this new world.**


End file.
